Who is Responsible for LLC Debts?
Written by Fredrick P. Niemann, Esq. of Hanlon Niemann & Wright, a New Jersey LLC Law Attorney
Especially important to the members of an LLC is the responsibility for the debts of the LLC. The debts, obligations and liabilities of a limited liability company are solely the debts, obligations and liabilities of the limited liability company itself. No individual member, manager, employee or agent of a limited liability company is obligated personally for the debts, obligations and/or liability of the limited liability company, unless he or she has signed a personal guaranty of the LLC debt, or fails to disclose their representative status of the LLC.
Who is Responsible for the Debts of a LLC?
The law is quite clear on this subject. The debts and obligations of the LLC are company obligations, not the personal obligations of each LLC member(s). Further, no member or manager, employee or agent “is obligated personally” for: (1) any LLC obligation; or (2) for any obligation or liability of any other member, manager, employee or agent by reason of being a member or acting as manager, employee or agent, of the LLC. The only exception(s) to this rule is in the case of an unpaid capital contribution owed to the LLC by a member upon admission to the LLC. If unpaid that debt can be enforced against the obligated member by, among others, creditors of the LLC.
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